Stock Package

Checklist for Issuing Stock

If you are planning to issue stock, there are a number of important steps that should be undertaken, including the following:

1. Board Approval. The Board of Directors of the company should approve the offer and sale of the stock, any agreements for the sale, and the filing of any needed governmental documents. This can be accomplished through resolutions adopted at a Board meeting or by written unanimous consent.
   
   
2. Shareholder Approval. Approval of the shareholders may also be necessary, especially if the Articles of Incorporation of the company are being amended. Amendment of the Articles will typically require approval by the holders of the majority of the outstanding shares, either by resolutions adopted at a meeting or by written consent.
   
   
3. Review the Company Charter. The company’s charter (Articles of Incorporation or Certificate of Incorporation) should be reviewed to ensure that you have enough shares authorized to allow the new issuance.
   
   
4. Review Compliance With Securities Laws. Before an offer or sale of stock can be made, you need to ensure that the proper steps have been taken to comply with the federal securities laws and the securities laws of the states where the offers or sales of stock are made. Typically...

Proxy -- Revocable I, ______________________ (name of stockholder), do constitute and appoint _______________ (name), attorney and agent for me, and in my name, place, and stead, to vote as my proxy at any stockholders' meetings to be held between the date of this proxy and ___________________ (date), unless sooner revoked,

23.05[4] Legends

The following sample restrictive legends may be required to appear on the company's stock certificates by law or agreement.

FORM LEGENDS

1933 ACT LEGEND
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

REGULATION S LEGEND
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITIES REPRESENTED HEREBY NOR ANY INTEREST OR PARTICIPATION THEREOF MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT OR THE TRANSACTION IS IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT ("REGULATION S"). HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY PERSON ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH SECURITIES IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATIONS ...

etc.

TRANSFER OF STOCK __________ __________STOCK OF _____________________ FOR VALUE RECEIVED, the undersigned hereby sells, transfers, assigns, and transfers unto ___________________________________ of __________________, _________, __________, _________ shares of stock of _________________________, a ___________________ Corporation and hereby irrevocably appoints the ___________________ of the Corporation as attorney-in-fact to transfer the said shares on the books of the within named corporation with full power of substitution in the premises. [The certificate to which this transfer applies is attached.]

STATEMENT OF INVESTMENT REPRESENTATION

The undersigned ("Recipient"), being a recipient of shares of ______________________________
("Company"), a corporation, hereby represents and acknowledges that Recipient is acquiring such shares for Recipient''s own account (or a trust account if Recipient is a trustee) and not with a view to or for sale in connection with any distribution of those shares. Recipient acknowledges that the shares have not been registered under the Securities Act of 1933, as amended, or qualified under the securities laws of any state. Recipient understands that the shares are restricted securities under the Securities Act of 1933 and that under such Act and applicable regulations such shares may be resold without registration under the Act only in certain limited circumstances and that otherwise such shares must be held indefinitely. Recipient has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons or...

Stock Certificate in Common Stock (Front of Certificate) No. ___________ Shares __________ ___________________________ (Name of Corporation) This Certifies that ________________ is the registered holder of ___________ shares of the Capital Stock transferrable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of the Certificate properly endorsed. SEAL IN WITNESS HEREOF, the said Corporation has caused the Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this the _____ day of ____________ A.D. ________.

Number P-__

[NAME OF CORPORATION]

A [ ] Corporation

*[# Issued]* Shares

Preferred Stock

This certifies that [SHAREHOLDER] is the record holder of [Number Issued] shares of Preferred Stock of [NAME OF CORPORATION] transferable only on the share register of the corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned.

This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and the By-laws of the corporation and any amendments thereto.

A statement of all of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights may be obtained by any stockholder, upon request and without charge, at the principal office of the corporation.

WITNESS the signatures of its duly authorized officers this _______ day of __________, 20__.

[Name of Secretary], Secretary [Name of President], President

SEE RESTRICTIVE LEGENDS ON REVERSE

For Value Received ________________ hereby sells, assigns, and transfers unto, ____________________, _________ ( ) shares represented by the within certificate and hereby irrevocably constitutes and appoints ________________________
attorney to transfer the said shares on the share register of the within named corporation with full power of substitution in the premises.

Dated , 20__

In presence of ______________________________ _________________________________

Witness Stockholder

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

THE RIGHTS, PREFERENCES, PRIVELEGES AND RESTRICTIONS....

Sample Corporate Notices of Meetings, Resolutions and Stock Ledger & Certificate

CONTENTS

The following sample forms are included:

1) Notice of Special Meeting of Directors

2) Notice of Annual Meeting of Directors

3) Notice of Special Meeting of Shareholders

4) Notice of Annual Meeting of Shareholders

5) Resolution of the Shareholders

6) Resolution of the Directors

7) Waiver of Notice of Meeting by the Directors

8) Waiver of Notice of Meeting by the Shareholders

9) Simple Stock Transfer Ledger

10)  Simple Stock Certificate

10.12[2] Subscription Agreement SUBSCRIPTION AGREEMENT FOR SHARES OF _____ STOCK OF ABC ISSUER This Subscription Agreement is made by and between ABC Issuer, a _____ corporation (the ""Company"") [,_____, a _____ corporation (the ""Placement Agent"")] and the undersigned prospective purchaser who is subscribing hereby for shares of the Company's [type of security] stock (the ""Shares""), pursuant to the Private Placement Memorandum of the Company dated _____ (the ""Memorandum,"" which term includes all exhibits and any amendments thereof and supplements thereto), distributed to a limited number of selected persons in connection with the offering of such Shares. In consideration of the Company's agreement to accept the undersigned as a securityholder of the Company upon the terms and conditions set forth herein and as further set forth in the Memorandum, the undersigned agrees and represents as follows: A. SUBSCRIPTION 1. The undersigned hereby subscribes to purchase Shares at $_____ per Share in the amount indicated on the signature page hereto. Simultaneously with the execution of this Subscription Agreement, the undersigned is paying and delivering to the Company the amount set forth on the signature page below, in the form of a check or wire transfer (the ""Payment"") payable to ""_____ Bank-ABC Issuer Escrow Account"" to be deposited with the _____ Bank (the ""Escrow Agent"").